Exhibit 10
THE ENTERGY CORPORATION
DISCOUNT STOCK PURCHASE PLAN FOR INDIAN POINT 2
UWUA BARGAINING EMPLOYEES
Effective October 1, 2001
THE ENTERGY CORPORATION
DISCOUNT STOCK PURCHASE PLAN FOR INDIAN POINT 2
UWUA BARGAINING EMPLOYEES
Table of Contents
Section Title Page
1. Definitions 1
2. Minimum and Maximum Employee Investment 3
3. Means of Payment of Employee
Contributions 4
4. Employer Contributions 6
5. Purchase of Shares 6
6. Custody of Shares; Distributions from Accounts 6
7. Termination of Status as Employee;
Leave of Absence 8
8. Stock Dividends and Stock Splits; Rights
Offerings; Other Non-Cash Distributions 9
9. Voting of Shares 9
10. Termination and Modification; Responsibility of
Company and Plan Administrator 10
11. Administration 10
12. Expenses of Plan 13
13. Recoupment of Employer Overpayments 13
14. Agent's Tenure and Responsibility 13
1. Definitions.
(a) "Account" means a custodian account established with
the Agent to hold Shares purchased under the Plan and
beneficially owned by an Employee. All investments under
the Plan shall be made through the Employee and the Account
shall be maintained by Agent in the name of the Employee,
regardless of whether individually or jointly owned. An
Employee may not have more than one Account. The Employee
may request in writing to Agent that distributions from an
Employee's Account, whether of cash or Shares, be made
jointly to the Employee and the joint owner of such Account.
All references in this Plan to distributions to an Employee
shall in the case of a jointly owned Account be subject to
the preceding sentence.
(b) "Agent" means T. Rowe Price Retirement Plan Services,
Inc. or a successor or successors designated by the Plan
Administrator, or its delegee, to serve as Agent under this
Plan.
(c) "Anniversary Date" for any Share or fractional Share
held in an Account shall mean, except as otherwise provided
in Section 8(a) with respect to stock dividends and stock
splits credited to an Employee's Account, the twelve-month
anniversary date of the date on which such Share or
fractional Share was purchased for such Account.
(d) Annual Basic Rate of Pay" means in respect of a
particular calendar year, 2,080 times an Employee's basic
hourly rate in effect at the beginning of such calendar
year.
(e) "Basic Rate of Pay" means in respect of a particular
Purchase Period, 80 times an Employee's basic hourly rate in
effect at the beginning of such Purchase Period.
(f) "Beneficiary" means the individual or entity so
designated by the Employee, or, if the Employee does not
designate a Beneficiary or if the Beneficiary predeceases
the Employee, the Beneficiary shall mean the Employee's
estate.
(g) "Company" means Entergy Corporation, a Delaware
corporation, and any successor of such corporation as a
result of any reorganization or merger.
(h) "Con Edison" means Consolidated Edison of New York,
Inc.
(i) "Con Edison Plan" means The Consolidated Edison
Discount Stock Purchase Plan.
(j) "Employee" means an hourly-paid regular employee of the
Employer who has completed three months of employment as
defined in a collective bargaining agreement between the
Employer and the Utilities Workers Union of America Local 1-
2 at Indian Point Unit 2, which provides for participation
in this Plan. "Employee" shall also mean an on-trial
employee of the Employer who has completed three months of
employment as defined in a collective bargaining agreement
between the Employer and the Utilities Workers Union of
America Local 1-2 at Indian Point Unit 2, which provides for
his participation in the Plan; however, the term "Employee"
excludes any person who is included in a unit of employees
covered by a collective bargaining agreement which does not
provide for his participation in the Plan. A regular or an
on-trial employee who was employed by Con Edison immediately
prior to September 6, 2001 and who became an Employee under
this Plan on September 6, 2001, in accordance with the terms
and conditions of the Asset Purchase and Sale Agreement by
and between Con Edison and Entergy Nuclear Indian Point 2,
LLC, dated as of November 9, 2000, shall receive service
credit under this Plan, for participation eligibility
purposes, for all service with Con Edison credited to such
Employee, for participation eligibility purposes, under the
Con Edison Plan immediately prior to September 6, 2001. In
addition to satisfying the requirements set forth above, in
order to be an "Employee," an individual must have a valid
Social Security number on file with the United States Social
Security Administration. Notwithstanding any provision to
the contrary, while an individual is performing services in
one of the following categories, he shall not be an
"Employee":
(i) an individual who is classified by the
Employer as employed on a temporary basis,
regardless of how long the individual
actually works for the Employer;
(ii) an individual who is classified by the Employer as an
independent contractor, as evidenced by its failure to
withhold taxes from his compensation, even if the individual
really is the Employer's common-law employee;
(iii)an individual who is working for a third party
other than the Employer providing goods or services
(including temporary employee services) to the Employer whom
the Employer does not regard to be its common law employee,
as evidenced by its failure to withhold taxes from his
compensation, even if the individual really is the
Employer's common-law employee;
(iv) an individual who is classified by the Employer as a
leased employee, or who is determined to be a Leased
Employee;
(v) an individual who agreed orally or in writing to be
ineligible for participation in the Plan or the employee
benefits provided by the Employer; and
(vi) an individual excluded from being an Employee by any
other Plan provision.
In the event any individual who has not been
treated as an Employee for purposes of the Plan is
reclassified as an Employee on a retroactive
basis, such individual shall not be treated as an
Employee for purposes of the Plan for any period
prior to the date he is so reclassified and is
extended by the Employer the opportunity to be an
Employee.
(k) "Employer" means Entergy Nuclear Operations, Inc., a
Delaware corporation.
(l) "Investment Funds" means all funds received by the
Agent pursuant to Sections 3(a), 3(b), 4(a) and 4(b), plus
the amount of all cash dividends received by the Agent,
other than dividends which are to be distributed to
Employees in accordance with instructions pursuant to
Section 3(c).
(m) "Plan" means the Entergy Corporation Discount Stock
Purchase Plan for Indian Point 2 UWUA Bargaining Employees,
as now or hereafter in effect.
(n) "Plan Administrator" means the Personnel Committee of
the Board of Directors of the Company, or any successor
thereto, or such other committee as determined by the Board
of Directors of the Company.
(o) "Purchase Period" means the bi-weekly payroll period.
(p) "Shares" means shares of Common Stock of the Company
and includes both full and fractional Shares unless
otherwise specified.
(q) "Share Price" for any Purchase Period means the cost,
exclusive of brokerage commissions and other expenses of
purchase, of the Shares purchased by the Agent on behalf of
an Employee pursuant to Section 5 during such Purchase
Period.
2. Minimum and Maximum Employee Investment.
(a) With respect to a particular Purchase Period, and
subject to Section 6(e), an Employee may invest in the
purchase of Shares pursuant to the Plan a specific dollar
amount not less than $4 a Purchase Period and not in excess
of 20% of such Employee's Basic Rate of Pay for the
applicable Purchase Period; provided, however, that amounts
invested pursuant to Sections 3(b) and 3(c) shall not be
subject to this maximum Purchase Period limitation. Subject
to the foregoing limitations, an Employee shall be required
to specify to the Agent the dollar amount of his investment
election with respect to the applicable Purchase Period.
(b) In addition to the limitations set forth in Section
2(a), with respect to a particular calendar year, and
subject to Section 6(e), the combined amount an Employee may
invest in the purchase of Shares pursuant to Sections 3(a)
and 3(b) of the Plan may not exceed 20% of such Employee's
Annual Basic Rate of Pay for the applicable calendar year.
(c) If at any time it is discovered that an Employee has
invested in any Purchase Period an amount in excess of the
maximum investment permitted by this Section 2 for such
Employee in such Purchase Period or in such calendar year,
then the maximum investment permitted for such Employee
shall thereafter be reduced by subtracting the amount of
such excess from the maximum amount which such Employee
would otherwise be permitted to invest in the Purchase
Period or Periods next following such discovery, until the
aggregate of such reductions shall equal the amount of such
excess. In any such case the Employee involved shall be
notified by Agent and requested to appropriately restrict or
suspend his or her investments under the Plan during such
Purchase Period or Periods. If an Employee repeatedly
exceeds the limitations of this Section 2, the Plan
Administrator may, in its sole discretion, suspend the
eligibility of such Employee for such period as the Plan
Administrator, in its sole discretion, may determine. Any
such suspension shall have the same effect as a period of
ineligibility pursuant to Section 6(e).
3. Means of Payment of Employee Contributions.
Subject to the limitations of Section 2, an Employee
may provide funds for the purchase of Shares under the
Plan by any one or more of the following methods:
(a) Payroll Deductions. An Employee may, by interactive
voice response ("IVR") or by such other procedures as may be
developed by Agent and made available to Employees from time
to time, authorize Employer payroll deductions to be made
which are within the limitations set forth in Section 2(a).
For those individuals who are Employees on October 1, 2001,
payroll deductions elected prior to October 1, 2001 shall
commence with respect to the first Purchase Period beginning
on or after October 1, 2001. With respect to individuals
who do not become Employees until after October 1, 2001,
payroll deductions shall commence with respect to the first
Purchase Period beginning not less than 15 days after
receipt by Agent of such authorization. Payroll deductions
elected by the Employee shall continue for successive
Purchase Periods until such Employee instructs the Agent, by
IVR or by such other procedures as may be developed by Agent
and made available to Employees from time to time, to make
no further deductions or until such Employee's participation
in the Plan shall be suspended under the provisions of
Section 2(c), 6(e) or 7(b), or until his or her status as an
Employee ceases, whichever shall first occur. An Employee
may change the rate of or terminate his or her payroll
deductions, but no such change or termination shall be
effective until the first Purchase Period beginning not less
than 15 days after Employee instructs the Agent, by IVR or
by such other procedures as may be developed by Agent and
made available to Employees from time to time, of such
change or termination. The Employer shall pay over the
amount of each payroll deduction so authorized to the Agent,
for the Account of the Employee, within five business days
after the date such amount would otherwise have been payable
to such Employee.
(b) Cash Payments. From time to time, but not more
frequently than once during each Purchase Period, an
Employee may instruct the Agent, by IVR or by such other
procedures as may be developed by Agent and made available
to Employees from time to time, to contribute to the Plan by
payroll deduction, an additional dollar amount (which
together with the payroll deduction amount authorized
pursuant to Section 3(a) is within the maximum contribution
limitation set forth in Section 2(b)) for the purchase of
Shares. In addition to the contribution limitations set
forth above, the aggregate dollar amount that an Employee
may elect to contribute under this Section 3(b) during any
Purchase Period may not exceed $1,000.
(c) Dividend Reinvestment. Unless the Employee otherwise
instructs the Agent, the Agent shall apply dividends
received with respect to Shares held in his or her Account
to the purchase of additional Shares. However, the Employee
may instruct the Agent, by IVR or by such other procedures
as may be developed by Agent and made available to Employees
from time to time, to distribute to the Employee any such
dividends received by the Agent for which the record date
has not occurred prior to the Agent's receipt of such
instructions. Any dividends covered by such instructions
shall be distributed by the Agent to such Employee as
promptly as practicable. Such instructions shall be
revocable by the Employee, effective with respect to any
dividends for which the record date has not occurred prior
to the Agent's receipt of such revocation.
(d) There shall be no payment or accrual of interest with
respect to payments under the foregoing Sections 3(a), (b)
and (c), while held by the Employer or by the Agent, or
otherwise.
4. Employer Contributions.
(a) At the time the Employer pays over to the Agent any
amount for the Account of an Employee pursuant to Sections
3(a) and 3(b), the Employer shall concurrently pay over to
the Agent for the Account of such Employee an additional
amount equal to one-ninth (1/9th) of the amount so provided
by such Employee.
(b) Not less than 10 business days after each dividend
record date with respect to Shares, the Agent shall advise
the Employer of the amount of dividends to be received by
the Agent for the Account of each Employee on the
corresponding dividend payment date, excluding those
dividends for which the Agent has received instructions
pursuant to Section 3(c). On such dividend payment date the
Employer shall pay over to the Agent, for the Account of
each such Employee, an amount equal to one-ninth (1/9th) of
the amount of such dividends to be received by the Agent on
such date for such Account.
(c) The Employer shall, promptly upon request by the Agent,
reimburse or provide funds to the Agent for the payment of
brokerage commissions and other reasonable expenses of
purchase incurred by the Agent pursuant to Section 5.
5. Purchase of Shares.
As and when Investment Funds are received by it, the
Agent shall promptly apply the same to the purchase, in
one or more transactions, of the maximum number of
whole Shares obtainable at then prevailing prices,
exclusive of brokerage commissions and other expenses
of purchase. Such purchases may be made on any
securities exchange where Shares are traded, in the
over-the-counter market, or in negotiated transactions,
and may be on such terms as to price, delivery and
otherwise as the Agent may determine to be in the best
interest of the Employees participating in the Plan.
The Agent shall complete such purchases as soon as
practical after receipt of such funds, having due
regard for any applicable requirements of law affecting
the timing or manner of such purchases.
6. Custody of Shares; Distributions from Accounts.
(a) The Shares purchased under the Plan shall be held in
the name and custody of the Agent or a nominee. Promptly
after the end of each calendar quarter, the Agent shall mail
a statement of account to each participating Employee,
showing (i) the number and (ii) Share Price of any
additional Shares purchased and allocated to such Employee's
Account with respect to each Purchase Period during such
calendar quarter, (iii) the total amount of Investment Funds
applied to the purchase of Shares for such Account for each
Purchase Period during such calendar quarter (i.e., the
product of items (i) and (ii) for each Purchase Period),
(iv) the aggregate number of Shares held in such Account as
of the end of such calendar quarter; (v) the number of
Shares distributed or sold from such Account during such
calendar quarter pursuant to Section 6(b), and (vi) the
aggregate number of Shares held in such Account as of the
end of such calendar quarter for which the Anniversary Date
will have occurred.
(b) By IVR or by such other procedures as may be developed
by Agent and made available to Employees from time to time,
an Employee may at any time direct that:
(i) Certificates for some or all of the full Shares in his
or her Account be distributed to such Employee; or
(ii) Some or all of the Shares in his or her Account, both
full Shares and any fractional Shares, be sold, and the
resulting cash proceeds be distributed to such Employee.
In any such event, promptly after receipt of such
directions by the Agent, such distribution, or
sale and distribution, shall be made by the Agent,
whose judgment as to the terms of any such sale
shall be conclusive and binding. All cash
distributions, whether in respect of sales of full
Shares or fractional Shares, shall be net of any
brokerage commissions, transfer taxes, required
federal tax withholdings, and service charges
incurred in connection with such sales.
(c) Neither Shares held in an Account may be assigned,
pledged or hypothecated prior to distribution from such
Account of the related Share certificates nor may any
interest of an Employee in or under the Plan be assigned,
pledged or hypothecated.
(d) All Share certificates distributed pursuant to this
Section 6 shall be in the name of the respective Employee;
provided, however, that in accordance with Section 1(a), the
Employee may request in writing to Agent that distributions
from an Employee's Account, whether of cash or Shares, be
made jointly to the Employee and the joint owner of such
Account.
(e) Subject to Section 13(c), an Employee participating in
the Plan shall at all times have the right to have all of
the Shares in his or her Account distributed or sold in
accordance with Section 6(b). However, if an Employee shall
direct that a Share or fractional Share in his or her
Account be so distributed or sold prior to the Anniversary
Date of such Share or fractional Share, such Employee shall
thereafter be ineligible (effective as of the first day of
the Purchase Period next succeeding such distribution or
sale) to make further investments under the Plan until the
Anniversary Date of the most recently acquired Share or
fractional Share sold or distributed from such Employee's
Account pursuant to Section 6(b) shall occur. In the event
of such ineligibility:
(i) Any authorization for payroll deductions
given by such Employee pursuant to Section
3(a) and 3(b) shall thereupon be revoked, and
such Employee shall be deemed to have given
instructions to distribute dividends pursuant
to Section 3(c); and
(ii) Any full or fractional Shares remaining in such
Employee's Account shall remain in such Account unless and
until disposed of in accordance with Section 6(b), 7(a) or
13.
The Employee may conclusively rely on the
statement furnished by the Agent pursuant to
Section 6(a), for the purpose of determining the
number of Shares in such Employee's Account for
which the Anniversary Date has occurred. Any
direction for the sale or distribution of Shares
pursuant to Section 6(b) shall be satisfied first
from those Shares in such Account for which the
Anniversary Date has at the time occurred, unless
the Employee otherwise expressly directs. Upon
application by an Employee, the Plan Administrator
may, for good cause shown, waive all or any part
of any period of ineligibility which would
otherwise result under this Section 6(e) from a
sale or distribution of a specified Share or
Shares from such Employee's Account. Such waiver
shall be within the sole discretion of the Plan
Administrator, the decision of which shall be
final.
7. Termination of Status as Employee; Leave of Absence.
(a) Subject to Section 1(a), when an Employee's status as
an Employee ceases, any fractional Share in such Employee's
Account shall be sold and the proceeds thereof, together
with all full Shares in such Employee's Account, shall be
distributed to such Employee (or in the event of death or
incapacity, to his or her Beneficiary or legal
representative, as applicable), without the necessity of any
request by or on behalf of the Employee under Section 6(b),
as promptly as practicable after receipt by the Agent of
notice of such change of status, unless the Agent receives,
within thirty days after such change of status and prior to
any such distribution, an election by such former Employee
(or his or her Beneficiary or legal representative as
aforesaid), by IVR or by such other procedures as may be
developed by Agent and made available from time to time, to
have such full Shares sold and the resulting cash proceeds
distributed. The judgment of the Agent as to the terms of
any such sale shall be conclusive and binding. All cash
distributions, whether in respect of sale of full Shares or
fractional Shares, shall be net of any brokerage or
commissions, transfer taxes, required federal tax
withholdings and service charges incurred in connection with
such sales.
(b) An Employee on a leave of absence shall be ineligible
(effective as of the first day of the first Purchase Period
beginning during such leave of absence) to make further
investments under the Plan until the termination of such
leave of absence. Such ineligibility shall have the same
effects as a period of ineligibility arising under Section
6(e).
8. Stock Dividends and Stock Splits; Rights Offerings;
Other Non-Cash Distributions.
(a) Any Shares received as stock dividends or split shares
distributed by the Company on full or fractional Shares held
in the Plan for an Employee will be credited to the
Employee's Account. The Anniversary Date of any Share so
received shall be the twelve-month anniversary date of the
date on which such stock dividend or split is received by
the Agent.
(b) If the Company should determine to offer securities
through the issuance of rights to subscribe, warrants
representing the rights on all Shares registered in the name
of the Agent (or a nominee) will be issued to the Agent.
Except as provided in the last three sentences of this
Section 8(b), the Agent shall sell such rights and
distribute the proceeds among the Employees in proportion to
the full and fractional Shares held in each Employee's
Account on the record date for such rights. Any Employee
who wishes to exercise subscription rights on his Plan
Shares shall, prior to the record date for any such rights,
advise the Agent, by IVR or by such other procedures as may
be developed by Agent and made available from time to time,
of such desire and make arrangements, satisfactory to the
Employer and the Agent, to provide the Agent with funds to
exercise such rights. Any Shares so purchased shall be
added to such Employee's Account and any other securities so
purchased shall be delivered to such Employee. No
contribution shall be made under the Plan by the Employer in
connection with any such exercise of rights.
(c) Any non-cash distribution which the Company may make in
respect of Shares held by the Agent for the Accounts of
Employees, except a distribution subject to Section 8(a) or
8(b), shall, to the extent practicable, be distributed in
kind to the Employees in proportion to the respective
numbers of Shares in their Accounts. To the extent that
such a distribution in kind is not practicable, such non-
cash distribution shall be sold and the proceeds distributed
in like manner.
9. Voting of Shares.
Each Employee shall be entitled to direct the Agent as
to the manner in which any Shares held in such
Employee's Account are to be voted and appropriate
procedures shall be established to enable the Employee
to exercise such right. The Company shall provide to
each Employee for whose account Shares are held under
the Plan a copy of all proxy statements and annual,
quarterly and other reports distributed by the Company
to holders of record of Shares.
10. Termination and Modification; Responsibility of Company
and Plan Administrator.
(a) The Plan Administrator shall have the power to suspend,
terminate, amend or otherwise modify the Plan; provided,
however, that no such suspension, termination, amendment or
modification shall restrict the right of any Employee to
withdraw all full Shares held in his or her Account, and to
receive the net proceeds, after expenses of sale, of any
fractional Share held in such Account. All participating
Employees shall be given notice of any such suspension,
termination, amendment or modification at least 30 days
prior to the effective date thereof. Termination of the
Plan shall have the same effects, with respect to each
Employee, as are provided for in Section 7(a) in the event
of termination of such Employee's status as an Employee.
(b) Neither the Company, the Employer nor the Plan
Administrator shall be liable hereunder for any act done in
good faith, or for any good faith omission to act,
including, without limitation, any claim for delay in paying
funds over to the Agent for the Account of an Employee.
11. Administration.
(a) Committee. The Plan shall be administered by the
Personnel Committee or any successor thereto, or such other
committee as determined by the Board of Directors of the
Company (the "Committee").
(b) Powers of Committee. In addition to all other powers
and responsibilities specifically set forth in the Plan and
vested in the Committee, the Committee shall have plenary
authority in its discretion, subject to and not inconsistent
with the express provisions of this Plan:
(i) To interpret the Plan, subject to the terms of Section
11(d);
(ii) To prescribe, amend and rescind rules and regulations
relating to the Plan, subject to the terms of Section 11(d);
(c) Delegation of Duties. The Committee may delegate to one
or more of its members or to one or more agents, such
administrative duties as it may deem advisable, and the
Committee or any person to whom it has delegated duties as
aforesaid, may employ one or more persons to render advice
with respect to any responsibility the Committee or such
person may have under the Plan. The Committee may employ
attorneys, consultants, accountants or other persons and the
Committee, the Company, the Employer, and its officers and
directors shall be entitled to rely upon the advice,
opinions or evaluations of any such persons.
(d) Interpretations. All actions taken and all
interpretations and determinations made by the Committee in
good faith shall be final and binding upon all Employees,
the Company, the Employer and all other interested persons.
No member or agent of the Committee shall be personally
liable for any action, determination, or interpretation made
in good faith with respect to the Plan, and all members and
agents of the Committee shall be fully protected by the
Company in respect of any such action, determination or
interpretation. Subject to the express provisions of the
Plan, the Committee may interpret the Plan, prescribe, amend
and rescind rules and regulations relating to it, and make
all other determinations it deems necessary or advisable for
the administration of the Plan.
(e) Reliance on Reports and Certificates. The Committee
may rely conclusively upon all tables, valuations,
certificates, opinions and reports furnished by Agent, and
by an accountant, counsel or other person who may from time
to time be employed or engaged for such purposes.
(f) Claims Administration. The Committee may appoint and,
in its sole discretion, remove a Claims Administrator and/or
Claims Appeal Administrator to administer claims for
benefits under the Plan in accordance with its terms, and,
pursuant to Section 11(c), such delegees shall have all
powers, authority, and discretion necessary or proper for
such purpose. In the absence of such appointment, the
Committee shall be the Claims Administrator and Claims
Appeal Administrator.
(g) Filing Benefit Claims. Any claim asserting entitlement
to a benefit under the Plan must be asserted within ninety
(90) days after the event giving rise to the claim by
sending written notice of the claim to the Claims
Administrator. The written notice of the claim must be
accompanied by any and all documents, materials, or other
evidence allegedly supporting the claim for benefits. If
the claim is granted, the claimant will be so notified in
writing by the Claims Administrator.
(h) Denial or Partial Denial of Benefit Claims. If the
Claims Administrator denies a claim for benefits in whole or
part, the Claims Administrator shall notify the claimant in
writing of the decision within ninety (90) days after the
claim has been received by the Claims Administrator. In the
Claim Administrator's sole discretion, the Claims
Administrator may extend the time to decide the claim for an
additional ninety (90) days, by giving written notice of the
need for such an extension any time prior to the expiration
of the initial ninety-day period. The Claims Administrator,
in its sole discretion, reserves the right to request
specific information from the claimant, and reserves the
right to have the claimant examined or tested by person(s)
employed or compensated by the Plan. If the claim is
denied or partially denied, the Claims Administrator shall
provide the claimant with written notice stating:
(i) the specific reasons for the denial of the claim
(including the facts upon which the denial was based) and
reference to any pertinent plan provisions on which the
denial is based;
(ii) if applicable, a description of any
additional material or information necessary
for claimant to perfect the claim and an
explanation of why such material or
information is necessary; and
(iii)an explanation of the claims review appeal
procedure including the name and address of the person or
Committee to whom any appeal should be directed.
(i) Appeal of Claims That Are Denied or Partially
Denied. The claimant may request review of the
Claims Administrator's denial or partial denial of
a claim for Plan benefits. Such request must be
made in writing within 60 days after claimant has
received notice of the Claims Administrator's
decision and shall include with the written
request for an appeal any and all documents,
materials, or other evidence which claimant
believes supports his or her claim for benefits.
The written request for an appeal, together with
all documents, materials, or other evidence which
claimant believes supports his or her claim for
benefits should be addressed to the Claims
Administrator, who will be responsible for
submitting the appeal for review to the Claims
Appeal Administrator.
(j) The Appeal Process. The Claims Administrator will
submit the appeal to the Claims Appeal Administrator for
review of the denial or partial denial of the claim. Within
sixty (60) days after the receipt of claimant's appeal,
claimant will be notified of the final decision of the
Claims Appeal Administrator, unless, in the Claims Appeal
Administrator's sole discretion, circumstances require an
extension of this period for up to an additional sixty (60)
days. If such an extension is required, the Claims Appeal
Administrator shall notify claimant of this extension in
writing before the expiration of the initial sixty-day
period. During the appeal, the Claims Appeal Administrator,
in its sole discretion, reserves the right to request
specific information from the claimant, and reserves the
right to have the claimant examined or tested by person(s)
employed or compensated by the Plan. The final decision of
the Claims Appeal Administrator shall set forth in writing
the facts and plan provisions upon which the decision is
based. All decisions of the Claims Appeal Administrator are
final and binding on all Employees, their beneficiaries, or
other claimants.
(k) Judicial Proceedings for Benefits. No claimant may
file suit in court to obtain benefits under the Plan without
first completely exhausting all stages of this claims review
process. In any event, no legal action seeking Plan
benefits may be commenced or maintained against the Plan
more than ninety (90) days after the Claims Appeal
Administrator's decision on appeal.
12. Expenses of Plan.
Except as otherwise provided in the Plan, the Employer
shall pay all expenses in connection with
administration of the Plan, including, without
limitation, the fees and expenses of the Agent.
13. Recoupment of Employer Overpayments.
Notwithstanding anything in this Plan to the contrary,
if at any time it is discovered that through error,
inadvertence, mistake or for any other reason, the
Employer has paid over to the Agent for the Account of
an Employee an amount which is in excess of the amount
which should have been paid over for such Account,
pursuant to Section 4(a) and 4(b), or if it shall be
discovered that an amount paid over to the Agent
pursuant to Section 3(a) or 3(b) was in excess of the
pay due such Employee (net of all other deductions)
from which such amount was to have been deducted, and
if such overpayment shall be discovered and notice
given to the Agent prior to the application of such
overpayment by the Agent to the purchase of Shares, the
Agent shall promptly return the amount of such
overpayment to the Employer.
14. Agent's Tenure and Responsibility.
(a) The Agent may resign at any time by delivering its
written resignation to the Plan Administrator, and the Plan
Administrator may remove the Agent at any time by delivering
to the Agent a written notice of removal; provided that such
resignation or removal shall not take effect until the
effective date of appointment of a successor Agent. A
successor Agent may be appointed by the Plan Administrator
upon 30 days notice to the participating Employees and the
incumbent Agent. Each participating Employee shall be
deemed to have consented to such appointment unless such
Employee directs, pursuant to Section 6(b), a distribution
or sale of all shares in such Employee's Account prior to
the effective date of such appointment. If no successor
Agent shall be appointed within 90 days of delivery of the
Agent's resignation or notice of removal, the Plan shall
terminate.
(b) The agent shall not be liable hereunder for any act
done in good faith, or for any good faith omission to act,
including without limitation, any claims with respect to the
prices at which Shares are purchased or sold for Employees'
Accounts.
IN WITNESS WHEREOF, Entergy Corporation has caused this
instrument to be executed, in multiple originals, by its
duly authorized representative on this ___ day of
September, 2001, but effective as of October 1, 2000.
ENTERGY CORPORATION
through the undersigned duly
authorized representative
By:___________________________
WILLIAM E. MADISON
Senior Vice-President,
Human Resources &
Administration
Entergy Services, Inc.